Common use of Project Loan Fund Clause in Contracts

Project Loan Fund. (a) The Fiscal Agent shall deposit proceeds of the Tax-Exempt Funding Loan into the Tax-Exempt Note Proceeds Subaccount of the Project Account of the Project Loan Fund upon receipt of each advance thereof as provided in Section 2.12(b) hereof. The Fiscal Agent shall deposit the proceeds of the Taxable Funding Loan into the Taxable Note Proceeds Subaccount of the Project Account of the Project Loan Fund upon receipt of each advance thereof as provided in Section 2.12(b) hereof. The Fiscal Agent shall deposit $0.00 of the Borrower Equity Deposit into the Borrower Equity Account of the Project Loan Fund, as well as any additional amounts delivered from time to time to the Fiscal Agent and directed by the Borrower or Servicer to be deposited therein (excluding any proceeds of the Governmental Notes), as provided in Section 2.12(c) hereof. (b) Amounts on deposit in the Project Loan Fund shall be disbursed from time to time by the Fiscal Agent to the Title Company in accordance with this Funding Loan Agreement and the Construction Continuing Covenant Agreement, and thereafter by the Title Company pursuant to the Disbursing Agreement, for the purpose of: (i) refunding the principal of and interest on the Prior Notes; (ii) paying the Costs of the Project from the Taxable Note Proceeds Subaccount of the Project Account and from the Tax-Exempt Note Proceeds Subaccount of the Project Account; (iii) paying other costs of the Project from the Tax-Exempt Note Proceeds Subaccount of the Project Account, subject to the ninety-five percent (95%) “qualified residential rental project” use requirement in Section 142(a) of the Code, the two percent (2%) costs of issuance limitation in Section 147(g) of the Code, the reimbursement limitation in Section 1.150-2 of the Treasury Regulations, and the working capital limitations in Section 1.148-6(d) of the Treasury Regulations (with respect solely to the Tax-Exempt Note Proceeds Subaccount of the Project Account); and (iv) paying other costs of the Project from the Borrower Equity Account and Taxable Note Proceeds Subaccount of the Project Account. Amounts in the Tax-Exempt Note Proceeds Subaccount and Taxable Note Proceeds Subaccount of the Project Account of the Project Loan Fund shall be transferred to the Loan Prepayment Fund, the Rebate Fund and the Borrower at the times and in the manner provided in subsection (e) below. (c) The Fiscal Agent shall make disbursements from the respective accounts and subaccounts of the Project Loan Fund for purposes of refunding the principal of and interest on the Prior Notes on the Delivery Date and for the other purposes described in subsection (b) above only upon the receipt of Requisitions signed by an Authorized Officer of the Borrower and countersigned by an Authorized Officer of the Servicer (which shall be the Administrative Agent during the Construction Phase) signifying the consent to the Requisition by the Servicer. The Fiscal Agent shall have no right or duty to determine whether any requested disbursement from the Project Loan Fund complies with the terms, conditions, and provisions of the Construction Continuing Covenant Agreement. The countersignature of the Authorized Officer of the Servicer on a Requisition shall be deemed a certification and, insofar as the Fiscal Agent and the Governmental Lender are concerned, constitute conclusive evidence, that all of the terms, conditions, and requirements of the Construction Continuing Covenant Agreement applicable to such disbursement have been fully satisfied or waived. The Fiscal Agent shall, immediately upon each receipt of a completed Requisition signed by an Authorized Officer of the Borrower and countersigned by an Authorized Officer of the Servicer, initiate procedures with the provider of a Qualified Investment to make withdrawals as necessary to fund the Requisition. Notwithstanding anything to the contrary contained herein, no signature of an Authorized Officer of the Borrower shall be required during any period in which a default has occurred and is then continuing under the Loans or any Financing Document (notice of which default has been given in writing by the Funding Lender Representative or the Servicer to the Fiscal Agent and the Governmental Lender, and the Fiscal Agent shall be entitled to conclusively rely on any such written notice as to the occurrence and continuation of such a default). (d) If a Requisition signed by an Authorized Officer of the Borrower and countersigned by an Authorized Officer of the Servicer or (as permitted hereunder) solely by an Authorized Officer of the Servicer, is received by the Fiscal Agent, the requested disbursement shall be paid by the Fiscal Agent to the Title Company, as soon as practicable, but in no event later than three (3) Business Days following receipt thereof by the Fiscal Agent. Upon final disbursement of all amounts to be deposited in the Project Loan Fund, including all interest accrued therein, the Fiscal Agent shall close the Project Loan Fund. (e) Immediately prior to any mandatory prepayment of the Funding Loan pursuant to Section 3.01(b)(i) hereof, any amount then remaining in the Project Loan Fund shall, at the written direction of the Funding Lender Representative, be transferred to the Loan Prepayment Fund to pay amounts due on the Funding Loan, if any. In addition, any amount remaining in the Tax-Exempt Note Proceeds Subaccount of the Project Account of the Project Loan Fund or the Taxable Note Proceeds Subaccount of the Project Account of the Project Loan Fund following completion of the construction of the Project in accordance with the Construction Continuing Covenant Agreement, evidenced by an instrument signed by the Funding Lender Representative or the Servicer, shall be transferred to the Loan Prepayment Fund and used to prepay the Funding Loan in accordance with Section 3.01(b)(ii) hereof, unless the Fiscal Agent receives an opinion of Bond Counsel (which shall also be addressed to the Funding Lender Representative) to the effect that a use of such money for other than prepayment of the Funding Loan will not adversely affect the tax-exempt status of the Tax-Exempt Governmental Note; provided, that any amounts in the Tax-Exempt Note Proceeds Subaccount of the Project Account of the Project Loan Fund in excess of the amount needed to fund the related prepayment of the Funding Loan shall be transferred to the Rebate Fund. In the event there are funds remaining in the Borrower Equity Account following completion of the construction of the Project in accordance with the Construction Continuing Covenant Agreement and the Conversion Date has occurred, and provided no default by the Borrower exists under this Funding Loan Agreement or any Project Loan Document, such funds shall be paid by the Fiscal Agent to the Borrower at the written direction of the Funding Lender Representative or the Servicer. (f) Amounts on deposit in the Project Loan Fund shall be invested as provided in Section 4.08 hereof. All Investment Income on amounts on deposit in the Project Loan Fund shall be retained in and credited to and become a part of the amounts on deposit in the Project Loan Fund, and shall constitute part of any transfers required by subsection (b) or (e) of this Section 4.02.

Project Loan Fund. (a) The Fiscal Agent shall deposit proceeds of the Tax-Exempt Funding Loan into the Tax-Exempt Note Proceeds Subaccount of the Project Account of the Project Loan Fund upon receipt of each advance thereof as provided in Section 2.12(b) hereof. The Fiscal Agent shall deposit the proceeds of the Taxable Funding Loan into the Taxable Note Proceeds Subaccount of the Project Account of the Project Loan Fund upon receipt of each advance thereof as provided in Section 2.12(b) hereof. The Fiscal Agent shall deposit $0.00 of the Borrower Equity Deposit into the Borrower Equity Account of the Project Loan Fund, as well as any additional amounts delivered from time to time to the Fiscal Agent and directed by the Borrower or Servicer to be deposited therein (excluding any proceeds of the Governmental Notes), as provided in Section 2.12(c) hereof. (b) Amounts on deposit in the Project Loan Fund shall be disbursed from time to time by the Fiscal Agent to the Title Company in accordance with this Funding Loan Agreement and the Construction Continuing Covenant Agreement, and thereafter by the Title Company pursuant to the Disbursing Agreement, for the purpose ofof paying: (i) refunding the principal of and interest on the Prior Notes; (ii) paying the Costs of the Project from the Taxable Note Proceeds Subaccount of the Project Account and from the Tax-Exempt Note Proceeds Subaccount of the Project Account; (iiiii) paying other costs of the Project from the Tax-Exempt Note Proceeds Subaccount of the Project Account, subject to the ninety-five percent (95%) “qualified residential rental project” use requirement in Section 142(a) of the Code, the two percent (2%) costs of issuance limitation in Section 147(g) of the Code, the reimbursement limitation in Section 1.150-2 of the Treasury Regulations, and the working capital limitations in Section 1.148-6(d) of the Treasury Regulations (with respect solely to the Tax-Exempt Note Proceeds Subaccount of the Project Account); and (iviii) paying other costs of the Project from the Borrower Equity Account and Taxable Note Proceeds Subaccount of the Project Account. In addition, amounts in the Project Loan Fund shall be transferred to the Loan Prepayment Fund, the Rebate Fund and the Borrower at the times and in the manner provided in subsection (e) below. Amounts in the Tax-Exempt Note Proceeds Subaccount and Taxable Note Proceeds Subaccount of the Project Account of the Project Loan Fund shall be transferred to the Loan Prepayment Fund, the Rebate Fund and the Borrower at the times and in the manner provided in subsection (e) below. (c) The Fiscal Agent shall make disbursements from the respective accounts and subaccounts of the Project Loan Fund for purposes of refunding the principal of and interest on the Prior Notes on the Delivery Date and for the other purposes described in subsection (b) above only upon the receipt of Requisitions signed by an Authorized Officer of the Borrower and countersigned by an Authorized Officer of the Servicer (which shall be the Administrative Agent during the Construction Phase) signifying the consent to the Requisition by the Servicer. The Fiscal Agent shall have no right or duty to determine whether any requested disbursement from the Project Loan Fund complies with the terms, conditions, and provisions of the Construction Continuing Covenant Agreement. The countersignature of the Authorized Officer of the Servicer on a Requisition shall be deemed a certification and, insofar as the Fiscal Agent and the Governmental Lender are concerned, constitute conclusive evidence, that all of the terms, conditions, and requirements of the Construction Continuing Covenant Agreement applicable to such disbursement have been fully satisfied or waived. The Fiscal Agent shall, immediately upon each receipt of a completed Requisition signed by an Authorized Officer of the Borrower and countersigned by an Authorized Officer of the Servicer, initiate procedures with the provider of a Qualified Investment to make withdrawals as necessary to fund the Requisition. Notwithstanding anything to the contrary contained herein, no signature of an Authorized Officer of the Borrower shall be required during any period in which a default has occurred and is then continuing under the Loans or any Financing Document (notice of which default has been given in writing by the Funding Lender Representative or the Servicer to the Fiscal Agent and the Governmental Lender, and the Fiscal Agent shall be entitled to conclusively rely on any such written notice as to the occurrence and continuation of such a default). (d) If a Requisition signed by an Authorized Officer of the Borrower and countersigned by an Authorized Officer of the Servicer or (as permitted hereunder) solely by an Authorized Officer of the Servicer, is received by the Fiscal Agent, the requested disbursement shall be paid by the Fiscal Agent to the Title Company, as soon as practicable, but in no event later than three (3) Business Days following receipt thereof by the Fiscal Agent. Upon final disbursement of all amounts to be deposited in the Project Loan Fund, including all interest accrued therein, the Fiscal Agent shall close the Project Loan Fund. (e) Immediately prior to any mandatory prepayment of the Funding Loan pursuant to Section 3.01(b)(i) hereof, any amount then remaining in the Project Loan Fund shall, at the written direction of the Funding Lender Representative, be transferred to the Loan Prepayment Fund to pay amounts due on the Funding Loan, if any. In addition, any amount remaining in the Tax-Exempt Note Proceeds Subaccount of the Project Account of the Project Loan Fund or the Taxable Note Proceeds Subaccount of the Project Account of the Project Loan Fund following completion of the construction of the Project in accordance with the Construction Continuing Covenant Agreement, evidenced by an instrument signed by the Funding Lender Representative or the Servicer, shall be transferred to the Loan Prepayment Fund and used to prepay the Funding Loan in accordance with Section 3.01(b)(ii) hereof, unless the Fiscal Agent receives an opinion of Bond Counsel (which shall also be addressed to the Funding Lender Representative) to the effect that a use of such money for other than prepayment of the Funding Loan will not adversely affect the tax-exempt status of the Tax-Exempt Governmental Note; provided, that any amounts in the Tax-Exempt Note Proceeds Subaccount of the Project Account of the Project Loan Fund in excess of the amount needed to fund the related prepayment of the Funding Loan shall be transferred to the Rebate Fund. In the event there are funds remaining in the Borrower Equity Account following completion of the construction of the Project in accordance with the Construction Continuing Covenant Agreement and the Conversion Date has occurred, and provided no default by the Borrower exists under this Funding Loan Agreement or any Project Loan Document, such funds shall be paid by the Fiscal Agent to the Borrower at the written direction of the Funding Lender Representative or the Servicer. (f) Amounts on deposit in the Project Loan Fund shall be invested as provided in Section 4.08 hereof. All Investment Income on amounts on deposit in the Project Loan Fund shall be retained in and credited to and become a part of the amounts on deposit in the Project Loan Fund, and shall constitute part of any transfers required by subsection (b) or (e) of this Section 4.02.